Contract analysis

I. Executive Summary This memorandum summarizes the findings of the legal due diligence review of employment, compensation, employee benefits, equity incentive, and independent contractor matters of Meridian FleetWorks, Inc. ("MFW" or the "Company") in connection with the proposed acquisition of MFW by Solara Fleet Holdings LLC ("Buyer"), a wholly-owned subsidiary of Solara Fund III, LP ("Solara Fund III"), which is

II. Workforce Overview A. Headcount and Office Locations Based on the organizational charts, payroll records, and headcount summaries produced in the VDR, MFW employs approximately 310 employees as of the date of this memorandum. All employees are based in the United States, and no international workforce or foreign subsidiary employment arrangements have been identified. The Company's workforce is distributed across

III. Executive Employment Agreements A. Garrett Holliday — Co-Founder, CEO & Director Garrett Holliday serves as MFW's Co-Founder, Chief Executive Officer, and a member of the Board of Directors. Mr. Holliday is party to an Executive Employment Agreement with MFW dated and effective as of January 1, 2023 (the "Holliday Employment Agreement"), a copy of which was produced in the VDR and has been reviewed in full. The

IV. Employee Benefit Plans A. Health and Welfare Plans MFW offers its employees a comprehensive suite of health and welfare benefits, which we have reviewed based on the plan summaries, enrollment materials, and insurance carrier information produced in the VDR. The principal health and welfare benefit plans are as follows: Medical Insurance. MFW provides group medical insurance coverage to eligible employees and the

Section 280G of the Internal Revenue Code imposes an excise tax on "excess parachute payments" received by certain "disqualified individuals" (generally, officers, shareholders, and highly compensated employees) in connection with a change of control. Section 280G also disallows the employer's tax deduction for such excess parachute payments. A payment is an "excess parachute payment" if the aggregate present value o

V. MFW 2016 Stock Incentive Plan A. Plan Terms MFW adopted its 2016 Stock Incentive Plan (the "2016 Plan" or the "Plan") in 2016. The Plan is the Company's sole equity incentive plan, and it authorizes the grant of stock options and other equity-based awards to eligible participants, including employees, directors, and consultants of the Company. The Plan is administered by the MFW Board of Directors. The material te

VI. Other Compensation Arrangements A. Bonus and Incentive Programs In addition to the executive bonus targets described in Section III above for Mr. Holliday and Ms. Vasquez-Park, MFW maintains an annual discretionary bonus program that is available to employees generally. The specifics of this program, including eligibility criteria, target bonus levels by employee level, and performance metrics, have been reviewed

VII. Independent Contractor Classification Risk A. Overview of Independent Contractor Engagement MFW currently engages approximately 25 independent contractors within its product development and engineering organization. These contractors are engaged under individual consulting agreements or through staffing agencies and are primarily software engineers and developers who supplement the approximately 130 full-time en

VIII. Employment-Related Litigation and Claims Based on our comprehensive review of the VDR materials produced to date, including the litigation files, corporate records, and insurance claims history, no pending employment-related litigation has been identified. Specifically, we have not identified any of the following: • Pending or threatened lawsuits, arbitration proceedings, or administrative proceedings relating

IX. Key Open Diligence Items The following table summarizes the key diligence items that remain outstanding as of the date of this memorandum. We are actively pursuing these items with HKA and will update this memorandum upon receipt and review of the outstanding materials. We anticipate that the majority of these items will be resolved prior to the March 15, 2026 diligence completion deadline established under the L

X. Summary of Key Risks and Recommendations A. Change-of-Control Severance The aggregate change-of-control severance exposure under the Holliday and Vasquez-Park employment agreements is approximately $2,411,500 in cash severance, plus the cost of COBRA continuation benefits for 24 months (Holliday) and 18 months (Vasquez-Park). This represents a material closing cost consideration that should be factored into the tr